Exhibit 10.18 
September 24, 1996 
 
 
 
Jeffrey Boies 
[address]
 
Dear Jeff: 
 
I am pleased to extend to you an offer of employment with International  
Multifoods Corporation ("Multifoods").  The offer reflects our recent  
discussion in which you described your present total compensation and  
expressed your expectations in certain areas.   
 
1.  The position being offered is President, VSA, Inc., a subsidiary of  
Multifoods.   
 
2.  In this position you will report directly to Robert M. Price, Chairman  
and Chief Executive Officer, Multifoods and his successor when appointed  
by the Board of Directors.   
 
3.  The effective date of your employment with VSA, Inc. will be no later  
than November 1, 1996.  We anticipate an earlier start date, however, we  
understand that is subject to your availability based on present  
business commitments.  Your primary office will be in Denver, Colorado.   
The VSA, Inc. headquarters office is located at 370 17th Street, Suite  
1400, Denver, Colorado 80217.   
 
4.  Your starting salary will be $285,000 annually with a commitment to a  
performance based salary increase of $20,000 within 12 months (November  
1, 1997).  "Performance based" means reasonable performance based on  
achieving the FY98 business plan.   
 
5.  Since you will be joining VSA, Inc. on November 1, 1996, Multifoods will  
guarantee the bonus you would likely have received from your present  
employer.  If your bonus for 1996 would have been $160,000 then $80,000  
will be treated as an employment bonus to be paid by November 15, 1996  
and $80,000 will be treated as a guaranteed bonus to be paid by April  
15, 1997.  You agree to reimburse Multifoods for $80,000 if you  
voluntarily terminate within a period of one year, November 1, 1996 -  
October 31, 1997.   
 
6.  A recommendation will be made to the Compensation Committee of the Board  
of Directors of Multifoods for the following:   
 
(a)  A stock option grant of 6,000 shares of Multifoods Common Stock.  The  
grant price will be the average price of Multifoods stock on your date  
of employment; you will also be considered for a stock option grant when  
the Compensation Committee meets in March at which time grants are  
considered for all senior executives.  The recommendation to the  
Committee will be for no less than 4,000 shares.   
 
(b)  In consideration of the expected loss on your present employer's match  
to the deferred incentive funds and the loss on matching 401(K) shares,  
a restricted stock grant of 8,650 shares of Multifoods stock will be  
recommended to the Committee.  This value is determined based on the  
$79,000 of value at risk with the incentive match and $68,000 at risk  
with the 401(K) match.  You agree to confirm the actual loss of value at  
the time of your employment with Multifoods.  The number of restricted  
shares granted may be modified to reflect a greater or lessor loss of  
value.   
 
(c)  You will be recommended for participation in the Multifoods' Management  
Benefit Plan.  You will also be eligible for the Multifoods' Pension  
Equity Plan.  Considering your retirement opportunity at age 60 with  
your present employer, the following Supplemental Retirement Plan will  
be proposed to the Committee.  This arrangement would provide retirement  
benefits (in addition to any other benefits payable under the qualified  
or non-qualified retirement plans of Multifoods) based upon the benefits  
you would have received from the Pension Equity Plan and the Management  
Benefit Plan had your service from your employment date counted double  
for both benefit accrual and vesting purposes.  In addition, the  
hypothetical Pension Equity Plan benefit would be calculated assuming  
you had satisfied the age and service requirements necessary to qualify  
for the "grandfather" benefit formula.  This would allow you to receive  
pension benefits under the prior Employees' Retirement Plan formula if  
that formula would produce a larger benefit than the new Pension Equity  
Plan formula.   
 
(d)  We will also recommend to the Compensation Committee that you receive a  
Change of Control agreement similar to that of other executives of  
Multifoods.   
 
7.  You will be protected in the case of involuntary termination, except for  
cause.  If involuntary termination should occur during the first year of  
your employment November 1, 1996 - October 31, 1997 you will receive  
three years' salary as a severance payment.  If the termination should  
occur during the second year of employment, November 1, 1997 - October  
31, 1998, you will receive two years' salary as a severance payment.   
Following the two year period, in the event of involuntary termination  
you will receive one years' salary.  Any severance payment will require  
a release prepared by Multifoods and signed by you as well as an  
agreement not to compete with Multifoods or any of its subsidiaries for  
a period of one year.   
 
8.  Your annual incentive opportunity will be no less than 50% of base  
salary at business plan level with a maximum incentive opportunity of  
70%. However, it is our intent to design an incentive arrangement based  
either on a percent of operating earnings and/or agreed upon return on  
sales of VSA, Inc. that will provide an incentive opportunity  
significantly in excess of the 50% target and 70% maximum opportunities.   
This incentive plan will be designed by January 1, 1997 for the fiscal  
year which begins on March 1, 1997.   
 
9.  Multifoods provides a comprehensive benefit program including medical,  
dental, life insurance, long term disability, etc.  Multifoods' medical  
plan does not have a "pre-existing condition" provision, therefore your  
son's condition would be covered by the medical plans.  A summary of  
Multifoods' benefit plans, which are comprehensive, are attached for  
your review.  Multifoods also has a 401(K) program called VISA.  There  
is a one year employment period for eligibility, however, this provision  
is currently under review.  Employees may contribute up to 7% of base  
salary (maximum this year is $9,500) which is matched 50% with  
Multifoods Common Stock.   
 
10. You will be eligible for all benefits under the Multifoods Employee  
Relocation Policy.  It is a comprehensive policy and includes:  home  
marketing assistance (for your current residence), house hunting trips  
to the new location, transportation of household goods, one month's  
salary as a relocation allowance, reasonable closing costs as well as a  
home buyout option.  With the home buyout option, Multifoods' third  
party relocation company will forward a list of qualified relocation  
appraisers to you, from which you select two appraisers to determine the  
market value of your home.  An average of those two appraisals is taken,  
and an offer made to you.  If the appraisals are more than 5% apart,  
then a 3rd certified relocation appraiser will be selected by you to  
conduct an appraisal on your home.  The offer price will be the average  
of the two closest appraisals.  In addition, we will provide you with  
temporary living expense reimbursement for up to six months at the new  
location.   
 
11. In accordance with our prior discussion, you will be entitled to four  
weeks of vacation.  Our vacation year is from January 1, to December 31.   
 
12. Also in accordance with our verbal discussion, Multifoods will pay fees  
and dues for a country club membership of your choice in the Denver  
area.  We expect a condition of reasonableness to apply to the  
selection.  All expenses incurred for business use of the club will be  
reimbursed based on Multifoods' policies.   
 
Jeff, this offer is contingent upon your completion of an executive type  
physical examination.  If you have had a recent physical exam (within  
one year) the written assurance from your doctor, followed by a written  
summary of the condition of your health will constitute "satisfactory  
completion."   
 
We will also need to complete discussions with references.   
 
We are very pleased with the prospect of having you join Multifoods.  We  
are counting on your contribution and strongly believe you will have a  
very positive impact on the Company.  We also believe that Multifoods  
can offer you a significant challenge as well as growth opportunities in  
the years ahead.   
 
Will you please indicate your acceptance of this offer by signing and  
dating the original letter and returning it to me at your earliest  
convenience.   
 
 
Very truly yours, 
 
 
/s/ Robert F.Maddocks 
Robert F. Maddocks 
Executive Vice President 
 
                                        Accepted by: 
 
 
 
 
Dated:  10/5/96                        /s/ Jeffrey Boies 
                                       Jeffrey Boies 
 
RFM/pr/f:boies 
cc:  Robert M. Price